Screenwriter Tony Gilroy's directing debut is a smart, morally complex thriller about a corporate lawyer in the grip of a midlife crisis of conscience.

Michael Clayton (George Clooney) has a lucrative niche at Manhattan law firm Kenner, Bach & Ledeen — not a partnership, mind you, despite his reputation as the go-to guy for fixing messes large and small, but a niche. He may be a "miracle worker," but his blue-collar background doesn't jibe with the firm's white-shoe culture. And that's OK with him, until a particularly lurid mess forces Clayton to conduct a moral inventory whose results he doesn't much like. Senior partner Arthur Edens (Tom Wilkinson), head litigator on a class-action lawsuit worth millions to KB & L, has a total meltdown during a deposition — stripping to his socks, declaring his love for a young plaintiff and streaking around a Milwaukee parking lot in the freezing dead of winter. KB & L's client is the defendant, agribusiness juggernaut U/North, so there's plenty of damage control to go around. Edens has a history of mental instability, and Clayton is charged with getting him back to New York and out of the public eye while the firm reassures U/North that its interests are being protected. Clayton has handled Edens successfully in the past, but this time it's different: Recently widowed, estranged from his only child and off his medications, Edens is on a crusade. He's uncovered a memo proving conclusively that U/North knew full well that one of its pesticides was carcinogenic and put it on the market anyway, and intends to sacrifice his own firm's case on the altar of justice. His righteous rants are smeared with crazy talk, but Edens' knowledge of the law is still razor sharp — he's got hard evidence of U/North's malfeasance and knows he can't be involuntarily committed in the state of New York, which is why U/North's chief in-house counsel, Karen Crowder (Tilda Swinton), is formulating an alternate strategy to ensure that her employer escapes paying out billions in compensation and punitive damages.

In Gilroy's smart, slippery screenplay, lawyers do more damage with briefs and motions than thugs with guns, a notion his excellent cast brings to vivid life. Clooney never milks Clayton's moral awakening for cheap sentiment, Wilkinson keeps Edens on the thin line between madness and righteous indignation, and Swinton carefully reveals the weakness behind Crowder's slick mask: She's smart enough to justify doing very bad things, but not strong enough to persuade herself not to. And while Gilroy deploys the occasional exploding car, the film's climax is all words — angry, carefully sharpened words — with the stopping power of large-caliber bullets.